UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, D. C.  20549
                          FORM 10-Q

(Mark One)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
     SECURITIES EXCHANGE ACT OF 1934
     For the quarterly period ended March 31, 2000

                               OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
     SECURITIES EXCHANGE ACT OF 1934
     For the transition period from ________ to ___________

     Commission file number 1-4169

           TEXAS GAS TRANSMISSION CORPORATION
     (Exact name of registrant as specified in its charter)

           Delaware                           61-0405152
     (State or other jurisdiction of        (I.R.S. Employer
     incorporation or organization)        Identification No.)


 3800 Frederica Street, Owensboro, Kentucky       42301
   (Address of principal executive offices)     (Zip Code)

 Registrant's telephone number, including area code: (270)926-8686


Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  Yes  X   No_

Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
1,000 shares as of May 10, 2000

REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTIONS
H(1)(a)  and (b) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM
WITH THE REDUCED DISCLOSURE FORMAT.
<PAGE>

               TEXAS GAS TRANSMISSION CORPORATION

                        TABLE OF CONTENTS



                                                                        Page

                 Part I.  Financial Information

Item 1. Financial Statements

        Consolidated Balance Sheets..................................    3

        Consolidated Statements of Income............................    5

        Consolidated Statements of Cash Flows........................    6

        Condensed Notes to Consolidated Financial Statements.........    7

Item 2. Management's Narrative Analysis of the Results of Operation..   11


                   Part II.  Other Information

Item 6.Exhibits and Reports on Form 8-K..............................   13

Signature............................................................   14






Certain matters discussed in this report, excluding historical
information, include forward-looking statements.  Although Texas
Gas Transmission Corporation believes such forward-looking
statements are based on reasonable assumptions, no assurance can
be given that every objective will be achieved.  Such statements
are made in reliance on the "safe harbor" protections provided
under the Private Securities Reform Act of 1995.  Additional
information about issues that could lead to material changes in
performance is contained in Texas Gas Transmission Corporation's
1999 Annual Report on Form 10-K.
<PAGE>
                 PART I - FINANCIAL INFORMATION


Item 1.   Financial Statements

               TEXAS GAS TRANSMISSION CORPORATION

                   CONSOLIDATED BALANCE SHEETS
                     (Thousands of Dollars)
                           (Unaudited)
<TABLE>
<CAPTION>
                                          March 31,      December 31,
                    ASSETS                 2000             1999
<S>
Current Assets:                         <C>             <C>
 Cash and cash equivalents               $       179     $       266
 Receivables:
   Trade                                       4,103           7,011
   Affiliates                                  1,989           1,056
   Other                                         265             219
 Gas Receivables:
   Transportation and exchange                 1,238           1,300
   Storage                                     8,177              93
 Advances to affiliates                      102,997          73,765
 Inventories                                  15,912          15,627
 Deferred income taxes                         9,920          10,992
 Costs recoverable from customers             13,964          13,714
 Gas stored underground                        5,600          10,409
 Other                                           883           1,483
   Total current assets                      165,227         135,935

Investments, at cost                             373             367

Property, Plant and Equipment, at cost:
 Natural gas transmission plant              961,766         960,208
 Other natural gas plant                     152,242         149,602
                                           1,114,008       1,109,810
 Less - Accumulated depreciation and
       amortization                          149,778         146,245
   Property, plant and equipment, net        964,230         963,565

Other Assets:
 Gas stored underground                       81,819         110,961
 Costs recoverable from customers             47,887          48,482
 Other                                        38,492          38,394
   Total other assets                        168,198         197,837

   Total Assets                          $ 1,298,028     $ 1,297,704
</TABLE>


The accompanying condensed notes are an integral part of these
       consolidated financial statements.
<PAGE>
               TEXAS GAS TRANSMISSION CORPORATION

                   CONSOLIDATED BALANCE SHEETS
                     (Thousands of Dollars)
                           (Unaudited)
<TABLE>
<CAPTION>

                                            March 31,     December 31,
LIABILITIES AND STOCKHOLDER'S EQUITY         2000             1999

<S>                                             <C>          <C>
Current Liabilities:
 Payables:
   Trade                                         $       653  $     3,160
   Affiliates                                         36,802       10,071
   Other                                               5,476        5,633
 Gas Payables:
   Transportation and exchange                         3,488       15,387
   Storage                                               352       13,453
 Accrued taxes                                        24,183       21,964
 Accrued interest                                      1,510        6,557
 Accrued payroll and employee benefits                32,304       37,734
 Other accrued liabilities                            14,367       11,661
   Total current liabilities                         119,135      125,620

Long-Term Debt                                       250,781      250,860

Other Liabilities and Deferred Credits:
 Deferred income taxes                               172,369      168,824
 Postretirement benefits other than pensions          37,753       38,505
 Other                                                53,174       52,255
   Total other liabilities and deferred credits      263,296      259,584

Contingent Liabilities and Commitments                  -            -

Stockholder's Equity:
 Common stock, $1.00 par value, 1,000 shares
   authorized, issued and outstanding                      1            1
 Premium on capital stock and other paid-in
   capital                                           627,046      627,046
 Retained earnings                                    37,769       34,593
   Total stockholder's equity                        664,816      661,640

   Total Liabilities and Stockholder's Equity    $ 1,298,028  $ 1,297,704
</TABLE>
The accompanying condensed notes are an integral part of these
               consolidated financial statements.
<PAGE>
               TEXAS GAS TRANSMISSION CORPORATION

                CONSOLIDATED STATEMENTS OF INCOME
                     (Thousands of Dollars)
                           (Unaudited)
<TABLE>
<CAPTION>

                                            Three Months Ended March 31,
                                              2000               1999
<S>                                              <C>          <C>
Operating Revenues:
 Gas transportation                               $ 84,363     $ 87,391
 Gas storage                                           724          656
 Other                                               1,119          321
   Total operating revenues                         86,206       88,368

Operating Costs and Expenses:
 Cost of gas transportation                            156        1,759
 Operation and maintenance                          11,065       11,634
 General and administrative                         14,788       13,417
 Depreciation and amortization                      11,382       11,033
 Taxes other than income taxes                       4,177        4,289
   Total operating costs and expenses               41,568       42,132

Operating Income                                    44,638       46,236

Other (Income) Deductions:
 Interest expense                                    4,976        4,875
 Interest income                                    (1,506)      (1,036)
 Miscellaneous other deductions                         84           60
   Total other deductions                            3,554        3,899

Income Before Income Taxes                          41,084       42,337

Provision for Income Taxes                          15,908       16,844

Net Income                                        $ 25,176     $ 25,493
</TABLE>
The accompanying condensed notes are an integral part of these
               consolidated financial statements.
<PAGE>

               TEXAS GAS TRANSMISSION CORPORATION
              CONSOLIDATED STATEMENTS OF CASH FLOWS
                      (Thousands of Dollars)
                           (Unaudited)
<TABLE>
(CAPTION>


                                          Three Months Ended March 31,
                                             2000              1999

<S>                                                <C>          <C>
OPERATING ACTIVITIES:
 Net income                                         $ 25,176     $ 25,493
 Adjustments to reconcile to cash provided
  from operations:
   Depreciation and amortization                      11,382       11,033
   Provision for deferred income taxes                 4,617        4,370
   Changes in receivables sold                          (100)        (900)
   Changes in receivables                             (5,060)      (4,602)
   Changes in inventories                               (285)        (368)
   Changes in other current assets                     5,159         (294)
   Changes in payables                               (12,361)      (9,077)
   Changes in accrued liabilities                    (20,855)     (32,824)
   Other, including changes in noncurrent
      assets and liabilities                          28,066       11,507
         Net cash provided by operating activities    35,739        4,338

FINANCING ACTIVITIES:
 Dividends and returns of capital                        -        (15,000)
      Net cash used in financing activities              -        (15,000)

INVESTING ACTIVITIES:
  Property, plant and equipment:
   Capital expenditures, net of allowance
      for funds used during construction              (6,600)      (8,769)
   Proceeds from sales and salvage values,
      net of costs of removal                              6       (2,069)
  Advances to affiliates, net                        (29,232)      21,622
      Net cash used in investing activities          (35,826)      10,784

Increase (decrease) in cash and cash equivalents         (87)         122

Cash and cash equivalents at beginning of period         266          201

Cash and cash equivalents at end of period          $    179     $    323
</TABLE>
The accompanying condensed notes are an integral part of these
               consolidated financial statements.
<PAGE>
               TEXAS GAS TRANSMISSION CORPORATION
      CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           (Unaudited)


A.  Corporate Structure and Control and Basis of Presentation

    Corporate Structure and Control

       Texas  Gas  Transmission Corporation  and  its  wholly  owned
subsidiary, TGT Enterprises, Inc., (collectively, Texas  Gas)  is
wholly owned by Williams Gas Pipeline Company (WGP), which  is  a
wholly owned   subsidiary  of  The  Williams  Companies,   Inc.
(Williams).

    Basis of Presentation

       The consolidated financial statements have been prepared from
the  books  and  records  of Texas Gas  without  audit.   Certain
information   and  footnote  disclosures  normally  included   in
consolidated  financial statements prepared  in  accordance  with
generally  accepted accounting principles have been condensed  or
omitted.    The  accompanying  unaudited  consolidated  financial
statements  include all adjustments, consisting  of  only  normal
operating  adjustments,  which, in  the  opinion  of  Texas  Gas'
management,  are  necessary  to  present  fairly  its   financial
position  at March 31, 2000, and results of operations  and  cash
flows  for the three months ended March 31, 2000 and 1999.  These
consolidated  financial statements should be read in  conjunction
with  the  financial statements, notes thereto  and  management's
narrative analysis contained in Texas Gas' 1999 Annual Report  on
Form 10-K.

   Certain reclassifications have been made in the 1999 financial
statements to conform to the 2000 presentation.

    Seasonal Variation

       Operating  income may vary by quarter.  Based on its  current
rate structure, Texas Gas experiences higher operating income  in
the first and fourth quarters as compared to the second and third
quarters.

B.  Contingent Liabilities and Commitments

    Regulatory and Rate Matters and Related Litigation

       FERC Order 637

       On February 9, 2000, the FERC issued a final rule, Order 637,
in which  FERC adopted certain policies that it finds are  necessary
to  adjust  its  current regulatory model to  the  needs  of  the
evolving markets, but determined that any fundamental changes  to its
regulatory policy will be considered after further study and evaluation
of the evolving marketplace.  Most significantly,  in Order 637, the
FERC (i) revised its pricing policy to waive,  for a  two-year  period,
the maximum price ceilings  for  short-term releases  of  capacity of
less than one year,  and  (ii)  permits pipelines
<PAGE>
to file proposals to implement seasonal rates for short-
term  services and term-differentiated rates, subject to  certain
requirements including the requirement that a pipeline be limited
to recovering its annual revenue requirement under those rates.

    FERC Order 636

    Effective  November  1,  1993,  Texas  Gas  restructured  its
business  to  implement the provisions of FERC Order 636,  which,
among other things, required pipelines to unbundle their merchant
role  from  their transportation services. FERC  Order  636  also
provides  that  pipelines should be allowed  the  opportunity  to
recover all prudently incurred transition costs which, for  Texas
Gas,  are primarily related to gas supply realignment (GSR) costs
and  unrecovered  purchased gas costs. Certain aspects  of  Texas
Gas' FERC Order 636 restructuring are under appeal.

    In  September  1995, Texas Gas received FERC  approval  of  a
settlement  agreement which resolves all issues  regarding  Texas
Gas'  recovery of GSR costs.  To date, Texas Gas has  paid  $76.2
million  and collected $66.4 million, plus interest,  related  to
GSR.   Texas Gas expects to pay no more than $80 million for  GSR
costs,  primarily as a result of contract terminations,  and  has
provided  reserves for the remaining GSR costs it may be required
to  pay,  as well as a regulatory asset for the estimated  future
amounts recoverable.

    General Rate Issues

    On April 28, 2000, Texas Gas filed a general rate case (Docket
No.  RP00-260) which will be effective November 1, 2000,  subject
to  refund.   This  new  rate case reflects  a  requested  annual
revenue  increase of approximately $81 million,  based  on  filed
rates,  primarily attributable to increases in the  utility  rate
base, depreciation expense, rate of return and related taxes, and
revised  system rate design quantities.  Texas Gas also  proposes
in   this   new   rate  case  to  implement  value-based,   term-
differentiated  seasonal rates for short-term services  effective
November 1, 2000, as permitted by FERC Order 637.

    Royalty Claims and Producer Litigation

    In  connection  with  Texas  Gas'  renegotiations  of  supply
contracts  with  producers  to  resolve  take-or-pay  and   other
contract  claims, Texas Gas has entered into certain  settlements
which  may  require the indemnification by Texas Gas  of  certain
claims for royalties which a producer may be required to pay as a
result  of  such settlements.  Texas Gas has been made  aware  of
demands  on  producers for additional royalties and  may  receive
other  demands  which could result in claims  against  Texas  Gas
pursuant  to  the  indemnification provision in its  settlements.
Indemnification for royalties will depend on, among other things,
the specific lease provisions between the producer and the lessor
and  the  terms of the settlement between the producer and  Texas
Gas.

    In  June 1999, Texas Gas filed to recover approximately  $1.3
million  (75%) of such costs pursuant to the provisions  of  FERC
Order  528.  The FERC approved the filing, subject to conditions,
which allows for a surcharge on all mainline throughput beginning
July  1,  1999, to run through a twelve-month period.  Texas  Gas
has provided reserves for the estimated settlement costs of other
royalty claims and litigation.
<PAGE>
    Environmental Matters

    As of March 31, 2000, Texas Gas had a reserve of approximately
$1.5  million  for estimated costs associated with  environmental
assessment and remediation, including remediation associated with
the historical use of polychlorinated biphenyls and hydrocarbons.
This estimate depends upon a number of assumptions concerning the
scope  of  remediation that will be required at certain locations
and the cost of remedial measures to be undertaken.  Texas Gas is
continuing   to   conduct  environmental   assessments   and   is
implementing  a variety of remedial measures that may  result  in
increases or decreases in the total estimated costs.

    Texas  Gas  currently  is  either  named  as  a  potentially
responsible   party  or  has  received  an  information   request
regarding  its  potential involvement at  certain  Superfund  and
state  waste disposal sites.  The anticipated remediation  costs,
if  any,  associated with these sites have been included  in  the
reserve discussed above.

    Texas Gas is also subject to the federal Clean Air Act  (CAA)
and   the  CAA  Amendments  of  1990  (Amendments)  which   added
significant  provisions  to  the  existing  federal   CAA.    The
Amendments require the Environmental Protection Agency  (EPA)  to
promulgate  new  regulations pertaining to  mobile  sources,  air
toxics, areas of ozone non-attainment, and acid rain.  Texas  Gas
operates  facilities in some areas designated  as  non-attainment
for  the  current ozone standard and is aware that  the  EPA  may
designate  additional non-attainment areas during 2000 which  may
potentially  impact  Texas  Gas  operations.   Emission   control
modifications  of  compression equipment  located  at  facilities
required  to  comply  with current federal  CAA  provisions,  the
Amendments, and State Implementation Plans for NOx reductions are
estimated  to cost in the range of $6 million to $14  million  by
May  2003  and will be  recorded as additions to property,  plant
and  equipment  as the facilities are added.  If  EPA  designates
additional  new non-attainment areas in 2000 which  impact  Texas
Gas'  operations,  the cost of additions to property,  plant  and
equipment  is expected to increase; however, Texas Gas is  unable
at this time to estimate with any certainty the cost of additions
that  may  be required.  Moreover, new regulations pertaining  to
Hazardous Air Pollutants (HAPs) are anticipated to be promulgated
by November 2000 which will require emission controls in addition
to  the  controls mentioned above.  Texas Gas cannot predict  the
costs  with  any  certainty  at  this  time  resulting  from  the
installation  of  these controls.  The effective compliance  date
for  the HAPs regulations and installation of associated controls
is anticipated to be November 2003.

    Texas  Gas  considers  environmental assessment,  remediation
costs,  and  costs associated with compliance with  environmental
standards  to be recoverable through rates, as they  are  prudent
costs  incurred in the ordinary course of business.   The  actual
costs  incurred will depend on the actual amount  and  extent  of
contamination discovered, the final cleanup standards mandated by
the  U.S.  Environmental Protection Agency or other  governmental
authorities, and other factors.
<PAGE>

    Other Legal Issues

    In  1998,  the  United States Department of Justice  informed
Williams  that Jack Grynberg, an individual, had filed claims  in
the  United  States District Court for the District  of  Colorado
under the False  Claims  Act  against  Williams  and  certain  of
its wholly  owned subsidiaries including Texas Gas.  Mr. Grynberg
has  also  filed  claims against approximately 300  other  energy
companies  and  alleges that the defendants  violated  the  False
Claims  Act  in connection with the measurement and  purchase  of
hydrocarbons.   The  relief sought is an  unspecified  amount  of
royalties  allegedly not paid to the federal  government,  treble
damages,  a civil penalty, attorneys' fees, and costs.  On  April
9,  1999, the United States Department of Justice announced  that
it  was  declining  to intervene in any of the Grynberg  qui  tam
cases,  including the actions filed against the Williams entities
in the United States District Court for the District of Colorado.
On  October  21,  1999,  the  Panel on Multi-District  Litigation
transferred all of the Grynberg qui tam cases, including the ones
filed  against Williams, to the United States District Court  for
the  District  of  Wyoming for pre-trial  purposes.   Motions  to
dismiss  the  complaints, filed by various  defendants  including
Williams, are pending.

    Summary of Contingent Liabilities and Commitments

    While  no assurances may be given, Texas Gas does not believe
that the ultimate resolution of the foregoing matters taken as  a
whole,  based  on advice from counsel and after consideration  of
amounts  accrued,  insurance coverage,  potential  recovery  from
customers  or  other indemnification arrangements,  will  have  a
materially   adverse  effect  on  Texas  Gas'  future   financial
position, results of operations or cash flow requirements.

C.  Adoption of Accounting Standard

    The Financial Accounting Standards Board issued Statement  of
Accounting   Standards  No.  133,  "Accounting   for   Derivative
Instruments and Hedging Activities."  This standard, as  amended,
is  effective  for Texas Gas on January 1, 2001.   This  standard
requires  that  all  derivatives  be  recognized  as  assets   or
liabilities  on  the balance sheet and that those instruments  be
measured  at  fair value.  The effect of this standard  on  Texas
Gas'  results  of  operations  and financial  position  is  being
evaluated.
<PAGE>

Item  2. Management's  Narrative Analysis  of  the  Results  of Operations
         (Filed Pursuant to General Instruction H)


                Financial Analysis of Operations
          Three Months Ended March 31, 2000 Compared to
                Three Months Ended March 31, 1999

    Operating  income was $1.6 million lower for the three  months
ended  March 31, 2000, than for the three months ended March  31,
1999.  The decrease in operating income was due primarily to 1999
recognition of $3.0 million of deferred revenues associated  with
a  January 1999 GSR reconciliation filing with the FERC and  $1.4
million of increased general and administrative costs related  to
the  2000  consolidation  of Texas Gas'  office  operations  with
Williams  Gas  Pipeline Central.  Decreases to  operating  income
were partially offset by a $1.6 million reduction in the cost  of
gas transportation and a $0.8 million increase in other revenues.

    Operating   revenues   decreased   $2.2   million   primarily
attributable to the 1999 GSR adjustment discussed above and to  a
lesser extent lower throughput.  Other revenues increased by $0.8
million  primarily  due to higher processing  revenues  resulting
from higher energy prices.  Total deliveries were 218.9 Tbtu  and
235.9 Tbtu for the first quarter of 2000 and 1999, respectively.

    Operating costs and expenses decreased $0.6 million  primarily
attributable  to  $1.6  million reduction  in  the  cost  of  gas
transportation partially offset by $1.4 million relating  to  the
office consolidation discussed above.

                Financial Condition and Liquidity

    Through  the years, Texas Gas has consistently maintained  its
financial  strength  and experienced strong operational  results.
Williams'  ownership of Texas Gas further enhances its  financial
and  operational strength, as well as allows Texas  Gas  to  take
advantage of new opportunities for growth.  Texas Gas expects  to
access  public and private capital markets, as needed, to finance
its own capital requirements.

    Texas Gas is a participant with other Williams' subsidiaries in
a $1 billion credit agreement under which Texas Gas may borrow up
to  $200  million,  subject  to borrowings  by  other  affiliated
companies.   Interest rates vary with current market  conditions.
To  date,  Texas  Gas  has  no  amounts  outstanding  under  this
facility.

    As  of  March  31, 2000, Texas Gas has $100 million  of  shelf
availability remaining under a Registration Statement filed  with
the Securities and Exchange Commission in 1997.

    Effective  February 1, 2000, Texas Gas began participating  in
WGP's cash management program.  The advances due Texas Gas by WGP
are   represented  by  demand  notes.   The  interest   rate   on
intercompany demand notes is the London Interbank Offered Rate on
the first day of the month plus an applicable margin based on the
current  Standard  and Poor's Rating of the Borrower.   Prior  to
February  1,  Texas  Gas  was  a participant  in  Williams'  cash
management program which operated under the same terms as the WGP
program.
<PAGE>
    Texas Gas' capital expenditures for the first three months  of
2000  and  1999 were $6.6 million and $8.8 million, respectively.
Capital  expenditures for 2000 are expected to approximate  $88.4
million.

    Texas  Gas'  debt  as a percentage of total capitalization  at
March  31,  2000  and  December 31, 1999  was  27.4%  and  27.5%,
respectively.

    On April 28, 2000, Texas Gas filed a general rate case (Docket
No. RP00-260) which will be effective November 1, 2000 subject to
refund.   This new rate case reflects a requested annual  revenue
increase  of  approximately $81 million, based  on  filed  rates,
primarily  attributable to increases in the  utility  rate  base,
depreciation  expense,  rate of return  and  related  taxes,  and
revised system rate design quantities. Texas Gas also proposes in
this  new rate case to implement value-based, term-differentiated
seasonal  rates  for  short-term services effective  November  1,
2000, as permitted by FERC Order 637.
<PAGE>

                   PART II - OTHER INFORMATION



Item 6. Exhibits and Reports on Form 8-K

        (a) Exhibits

            * 27.1  Financial Data Schedule for Texas Gas Transmission
                    Corporation for the first quarter ending March 31, 2000.


        (b) Reports on Form 8-K

            None
        _____________________________

        *  Filed herewith
<PAGE>


                        S I G N A T U R E


Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.

                                    TEXAS GAS TRANSMISSION CORPORATION



DATE: May 10, 2000                  BY:  /s/ S. W. Harris
                                             S. W. Harris
                                  Controller and Chief Accounting Officer
<PAGE>